Special Board Meetings

[Mark Apodaca, PRP]

As is defined in RRONR, the purpose or purposes of the special meeting shall be stated in the notice of the special meeting, and no business other than as stated in the notice of the special meeting shall be conducted at the special meeting.  One of the primary reasons organizations have regular and special meetings is to transact business on an item on the agenda.  Board members do not meet for the sake of just having a meeting.

 

If three board members call for a special board meeting, they need to state the reason for it and what action they want to take.  If the reason is “finance”, that does not justify why a special board meeting shall take place.  If the reason is “to propose disciplinary action against the Treasurer” or “to remove the Treasurer from the board”, that is more specific.

Do you agree or any comments to add?  

[Richard Brown]

5 minutes ago, Mark Apodaca said:

As is defined in RRONR, the purpose or purposes of the special meeting shall be stated in the notice of the special meeting, and no business other than as stated in the notice of the special meeting shall be conducted at the special meeting.  One of the primary reasons organizations have regular and special meetings is to transact business on an item on the agenda.  Board members do not meet for the sake of just having a meeting.

 

If three board members call for a special board meeting, they need to state the reason for it and what action they want to take.  If the reason is “finance”, that does not justify why a special board meeting shall take place.  If the reason is “to propose disciplinary action against the Treasurer” or “to remove the Treasurer from the board”, that is more specific.

Do you agree or any comments to add?  

I  agree.  No comments to add.  That sums it up pretty well, but I suspect there is more to come.

[Mark Apodaca, PRP]

😁 

[Mark Apodaca, PRP]

This is what I found in Minnesota's Nonprofit Organization Statute:

317A.441 RIGHT TO VOTE.

(a) Unless the articles or bylaws provide otherwise, each member with voting rights is entitled to one vote on each matter voted on by the members. If a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:

(1) if only one votes, the act binds all; and

(2) if more than one votes, the vote must be divided on a pro rata basis.

(b) In the case of a neighborhood organization, members with voting rights are, at a minimum, individuals who are on a preexisting membership list or who, at a meeting of the neighborhood organization, can produce:

(1) a Minnesota driver's license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the geographic boundaries of the neighborhood organization; or

(2) proof of ownership or lease of a business or property or proof of being employed by a nonprofit organization, business, or government entity located within the geographic boundaries of the neighborhood, if such members are authorized by the bylaws of the neighborhood organization.

(c) An individual who resides within the geographic boundaries of a neighborhood organization or meets membership criteria under paragraph (b), clause (2), but lacks the documentation required by paragraph (b), clause (1), may vote at a meeting of the neighborhood organization if a member who has the required documentation vouches for the individual.

(d) A neighborhood organization through its articles or bylaws may permit voting at its meetings by individuals in addition to those described in paragraph (b) or (c).

(e) For purposes of this section, "neighborhood organization" has the meaning given in section 317A.435, subdivision 4. A neighborhood organization may choose to be governed by paragraphs (b), (c), and (d) by so providing in its articles or bylaws.

[Richard Brown]

So, what does that have to do with a special meeting or your original post about the business to be discussed  being stated in the call of the meeting? 

[Mark Apodaca, PRP]

It should have been posted under Member but Part Time Resident.  My error.

[Josh Martin]

11 hours ago, Mark Apodaca said:

It should have been posted under Member but Part Time Resident.  My error.

The statute in question does not seem to say anything about residency unless the organization in question is a neighborhood organization (which I take it the organization is not), so I don't think it provides much assistance in answering that question.